FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The three levels of the fair value hierarchy established are as follows: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 Unobservable inputs that reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available. The following table presents the Company’s fair value measurements as of March 31, 2024 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall. (In thousands) Fair Value at March 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash, cash equivalents, and restricted cash Cash and money market $ 329,357 $ 329,357 $ — $ — U.S. government agency securities 18,130 — 18,130 — Restricted cash (1) 4,297 4,297 — — Marketable securities Corporate bonds $ 140,845 $ — $ 140,845 $ — U.S. government agency securities 81,713 — 81,713 — Asset backed securities 70,750 — 70,750 — Commercial paper 8,712 — 8,712 — Equity securities 2,586 2,586 — — Non-marketable securities $ 6,560 $ — $ — $ 6,560 Liabilities Contingent consideration $ (294,260) $ — $ — $ (294,260) Total $ 368,690 $ 336,240 $ 320,150 $ (287,700) The following table presents the Company’s fair value measurements as of December 31, 2023 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall. (In thousands) Fair Value at December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash, cash equivalents and restricted cash Cash and money market $ 530,100 $ 530,100 $ — $ — Commercial paper 72,243 — 72,243 — Restricted cash (1) 4,297 4,297 — — U.S. government agency securities 3,035 — 3,035 — Marketable securities U.S. government agency securities $ 56,716 $ — $ 56,716 $ — Corporate bonds 55,828 — 55,828 — Asset backed securities 34,897 — 34,897 — Commercial paper 20,984 — 20,984 — Equity securities 3,841 3,841 — — Non-marketable securities $ 7,650 $ — $ — $ 7,650 Liabilities Contingent consideration $ (288,657) $ — $ — $ (288,657) Total $ 500,934 $ 538,238 $ 243,703 $ (281,007) _________________________________ (1) Restricted cash primarily represents cash held by a third-party financial institution as part of a cash collateral agreement related to the Company’s credit card program. The restrictions will lapse upon the termination of the agreements or the removal of the cash collateral requirement by the third-parties. There have been no changes in valuation techniques or transfers between fair value measurement levels during the three months ended March 31, 2024. The fair value of Level 2 instruments classified as cash equivalents and marketable debt securities are valued using a third-party pricing agency where the valuation is based on observable inputs including pricing for similar assets and other observable market factors. The Company has elected the fair value option under the income approach to measure certain Level 3 non-marketable securities. Gains and losses recorded on non-marketable securities are included in investment income, net in the condensed consolidated statement of operations. The following table provides a reconciliation of the beginning and ending balances of non-marketable securities valued using the fair value option: (In thousands) Non-Marketable Securities Beginning balance, January 1, 2024 $ 7,650 Changes in fair value (1,090) Ending balance, March 31, 2024 $ 6,560 Contingent Consideration Liabilities The fair value of the contingent consideration liabilities was $294.3 million and $288.7 million as of March 31, 2024 and December 31, 2023, respectively, of which $21.7 million was included in other current liabilities and $272.6 million was included in other long-term liabilities in the condensed consolidated balance sheet as of March 31, 2024. The contingent consideration liabilities were included in other long-term liabilities as of December 31, 2023. The following table provides a reconciliation of the beginning and ending balances of contingent consideration: (In thousands) Contingent Consideration Beginning balance, January 1, 2024 $ 288,657 Changes in fair value (1) 5,603 Ending balance, March 31, 2024 $ 294,260 ______________ (1) The change in fair value of the contingent consideration liability was a reduction of $8.9 million for the three months ended March 31, 2023, which is included in general and administrative expenses in the condensed consolidated statement of operations. This fair value measurement of contingent consideration is categorized as a Level 3 liability, as the measurement amount is based primarily on significant inputs not observable in the market. The fair value of the contingent consideration liabilities recorded from the Company’s acquisitions of Thrive Earlier Detection Corporation (“Thrive”), Ashion Analytics, LLC (“Ashion”), and OmicEra related to regulatory and product development milestones was $294.3 million and $288.7 million as of March 31, 2024 and December 31, 2023, respectively. The Company evaluates the fair value of the expected contingent consideration and the corresponding liabilities related to the regulatory and product development milestones using the probability-weighted scenario based discounted cash flow model, which is consistent with the initial measurement of the expected contingent consideration liabilities. Probabilities of success are applied to each potential scenario and the resulting values are discounted using a present-value factor. The passage of time in addition to changes in projected milestone achievement timing, present-value factor, the degree of achievement, if applicable, and probabilities of success may result in adjustments to the fair value measurement. The fair value of the contingent consideration liability recorded related to regulatory and product development milestones was determined using a weighted average probability of success of 90% and 89% as of March 31, 2024 and December 31, 2023, respectively, and a weighted average present-value factor of 6.0% and 5.8% as of March 31, 2024 and December 31, 2023, respectively. The projected fiscal year of payment range is from 2024 to 2030. Unobservable inputs were weighted by the relative fair value of the contingent consideration liabilities. The revenue milestone associated with the Ashion acquisition is not expected to be achieved and therefore no liability has been recorded for this milestone. Non-Marketable Equity Investments Non-marketable equity securities without readily determinable fair values, which are classified as a component of other long-term assets, net, had the following cumulative upward and downward adjustments and aggregate carrying amounts: (In thousands) March 31, 2024 March 31, 2023 Cumulative upward adjustments (1) $ 5,100 $ 800 Cumulative downward adjustments and impairments (2) 15,100 11,234 Aggregate carrying value (3) 45,968 39,428 _________________________________ (1) There were no upward adjustments recorded on non-marketable equity securities held for the three months ended March 31, 2024 and 2023, respectively. (2) There were no downward adjustments and impairments recorded on non-marketable equity securities held for the three months ended March 31, 2024. Downward adjustments and impairments recorded on non-marketable equity securities held were $0.4 million for the three months ended March 31, 2023. (3) The aggregate carrying value of non-marketable equity securities was $46.0 million as of December 31, 2023. There were no realized gains or losses recorded during the three and months ended March 31, 2024 and 2023. The Company has committed capital to venture capital investment funds (the “Funds”) of $18.0 million, of which $12.4 million remained callable through 2033 as of March 31, 2024. The aggregate carrying amount of the Funds, which are classified as a component of other long-term assets, net in the Company’s condensed consolidated balance sheets, were $5.4 million and $5.2 million as of March 31, 2024 and December 31, 2023, respectively. Derivative Financial Instruments The Company enters into foreign currency forward contracts on the last day of each month to mitigate the impact of adverse movements in foreign exchange rates related to the remeasurement of monetary assets and liabilities and hedge the Company’s foreign currency exchange rate exposure. As of March 31, 2024 and December 31, 2023 the Company had open foreign currency forward contracts with notional amounts of $46.2 million and $39.5 million, respectively. The Company's foreign exchange derivative instruments are classified as Level 2 within the fair value hierarchy as they are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. The fair value of the open foreign currency forward contracts was zero at March 31, 2024 and December 31, 2023 and there were no gains or losses recorded to adjust the fair value of the open foreign currency contract held as of March 31, 2024. The contracts are closed subsequent to each month-end, and the gains and losses recorded from the contracts were not significant for the three months ended March 31, 2024 and 2023. |